UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549

                                     FORM 10-Q

                [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended March 31, 1998

                [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from -- to -- .

                            Commission file number 0-12638

                                    F&M BANCORP
                (Exact name of registrant as specified in its charter)


              Maryland                                 52-1316473
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)


                             110 Thomas Johnson Drive
                             Frederick, Maryland 21702
                (Address of principal executive offices) (zip code)

                                    301-694-4000
                (Registrant's telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all reports
                              required to be filed by
       Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
                                preceding 12 months
    (or for such shorter period that the registrant was required to file such 
                            reports), and (2) has been
            subject to such filing requirements for the past 90 days.

                              YES [X]      NO [ ]

         Indicate the number of shares outstanding of each of the issuer's
            classes of common stock, as of the latest practicable date.

Common Stock $5 par value, 6,028,800 shares outstanding as of April 30, 1998

                      Exhibit index located on page 25.
<PAGE>

TABLE 6.	CAPITAL RATIOS

<TABLE>
<CAPTION>
                Risk-based Capital
-----------------------------------------------------------------------------
               Tier 1      Total     Leverage
               Capital     Capital   Ratio
-----------------------------------------------------------------------------
<S>             <C>        <C>       <C>
Actual          12.98%     14.12%    9.66%
Minimum          4.00%      8.00%    3.00%
-----------------------------------------------------------------------------
Excess           8.98%      6.12%    6.66%
-----------------------------------------------------------------------------
</TABLE>

Fair value adjustments to shareholders' equity for changes in the fair value 
of securities classified as available-for-sale are excluded from the 
calculation of these capital ratios in accordance with regulatory guidelines.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Market risk is defined as the future changes in market prices that increase or 
decrease the value of financial instruments, i.e. cash, investments, loans, 
deposits and debt.  Included in market risk are interest rate risk, foreign 
currency exchange rate risk, commodity price risk, and other relevant market 
risks.  Bancorp's primary source of market risk is interest rate risk.  Market 
risk sensitive financial instruments are entered into for purposes other than 
trading.

Interest rate risk refers to the exposure of Bancorp's earnings and capital to 
changes in interest rates. The magnitude of the effect of changes in market 
rates depends on the extent and timing of such changes and on Bancorp's 
ability to adjust.  The ability  to adjust is controlled by the time remaining 
to maturity on fixed-rate obligations, the contractual ability to adjust rates 
prior to maturity, competition, and customer actions.

There are several common sources of interest rate risk that must be 
effectively managed if there is to be minimal impact on Bancorp's earnings and 
capital.  Repricing risk arises largely from timing differences in the pricing 
of assets and liabilities.  Reinvestment risk refers to the reinvestment of 
cash flows from interest payments and maturing assets at lower rates.  Basis 
risk exists when different yield curves or pricing indices do not change at 
precisely the same time or in the same magnitude such that assets and 
liabilities with the same maturity are not all affected equally.  Yield curve 
risk refers to unequal movements in interest rates across a full range of 
maturities.

In determining the appropriate level of interest rate risk, Bancorp considers 
the impact on earnings and capital of the current outlook on interest rates, 
potential changes in interest rates, regional economies, liquidity, business 
strategies, and other factors. To effectively measure and manage interest rate 
risk, traditional cumulative gap and simulation analysis are used to determine 
the impact on net interest income and the market value of portfolio equity 
<PAGE>


                        PART II - Other Information

Item 6    Exhibits and Reports on Form 8-K                            Page
	(a)  Exhibits
	11   Statement Re: Computation of per share earnings              26
	27   Financial Data Schedule                                      27

	(b)  No reports on Form 8-K were filed by the Corporation during the 
quarter ended March 31, 1998.

Items 1 through 5 have been omitted since the item is either inapplicable or 
the answer is negative.



Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                             F&M BANCORP
                                             --------------------------
                                             (Registrant)



May 14, 1998                                 /s/ David L. Spilman
------------------                           --------------------------
Date                                         DAVID L. SPILMAN
                                             TREASURER


                                    Exhibit 11
                Statement re: Computation of Per Share Earnings

Earnings per share ("EPS") is calculated on a Basic EPS and Diluted EPS basis. 
Basic EPS excludes dilution and is computed by dividing income available to 
common shareholders (the numerator) by the weighted-average number of common 
shares outstanding (the denominator) during the period.  Income available to 
common shareholders is Net Income in the table below and as reported in 
Bancorp's income statement. No adjustments were required to net income for any 
EPS calculations.

Diluted EPS is calculated by adjusting the denominator for all dilutive 
potential common shares that were outstanding during the period.  Bancorp had 
stock options outstanding during the periods presented below which had a 
dilutive effect on EPS. Therefore, the number of additional common shares that 
would have been outstanding if the options had been exercised is added to the 
denominator to arrive at the dilutive number of shares.
<PAGE>


                                 Exhibit 27
             9 Financial Data Schedule for the First Quarter


[MULTIPLIER]                            1000
[PERIOD-TYPE]                          3-MOS
[FISCAL-YEAR-END]                DEC-31-1998
[PERIOD-START]                   JAN-01-1998
[PERIOD-END]                     MAR-31-1998
[CASH]                                32,474
[INT-BEARING-DEPOSITS]                 6,578
[FED-FUNDS-SOLD]                       7,318
[TRADING-ASSETS]                           0
[INVESTMENTS-HELD-FOR-SALE]          151,527
[INVESTMENTS-CARRYING]                92,007
[INVESTMENTS-MARKET]                  93,825
[LOANS]                              715,357
[ALLOWANCE]                            9,645
[TOTAL-ASSETS]                     1,063,702
[DEPOSITS]                           840,467
[SHORT-TERM]                          63,013
[LIABILITIES-OTHER]                   11,129
[LONG-TERM]                           45,538
[PREFERRED-MANDATORY]                      0
[PREFERRED]                                0
[COMMON]                              30,117
[OTHER-SE]                            73,438
[TOTAL-LIABILITIES-AND-EQUITY]     1,063,702
[INTEREST-LOAN]                       15,621
[INTEREST-INVEST]                      3,444
[INTEREST-OTHER]                         104
[INTEREST-TOTAL]                      19,242
[INTEREST-DEPOSIT]                     7,119
[INTEREST-EXPENSE]                     8,593
[INTEREST-INCOME-NET]                 10,649
[LOAN-LOSSES]                            525
[SECURITIES-GAINS]                        14
[EXPENSE-OTHER]                        8,770
[INCOME-PRETAX]                        4,438
[INCOME-PRE-EXTRAORDINARY]             3,128
[EXTRAORDINARY]                            0
[CHANGES]                                  0
[NET-INCOME]                           3,128
[EPS-PRIMARY]                           0.52
[EPS-DILUTED]                           0.51
[YIELD-ACTUAL]                          4.63
[LOANS-NON]                            5,159
[LOANS-PAST]                             863
[LOANS-TROUBLED]                           0
[LOANS-PROBLEM]                       10,978
[ALLOWANCE-OPEN]                       9,530
[CHARGE-OFFS]                          1,054
[RECOVERIES]                             644
[ALLOWANCE-CLOSE]                      9,645
[ALLOWANCE-DOMESTIC]                   8,600
[ALLOWANCE-FOREIGN]                        0
[ALLOWANCE-UNALLOCATED]                1,045